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This case was last updated from Los Angeles County Superior Courts on 06/14/2019 at 09:30:30 (UTC).

MDR BOAT CENTRAL LP ET AL VS COUNTY OF LOS ANGELES ET AL

Case Summary

On 12/22/2017 MDR BOAT CENTRAL LP filed a Contract - Other Contract lawsuit against COUNTY OF LOS ANGELES. This case was filed in Los Angeles County Superior Courts, Stanley Mosk Courthouse located in Los Angeles, California. The Judge overseeing this case is TERESA A. BEAUDET. The case status is Pending - Other Pending.

Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    ****8063

  • Filing Date:

    12/22/2017

  • Case Status:

    Pending - Other Pending

  • Case Type:

    Contract - Other Contract

  • Court:

    Los Angeles County Superior Courts

  • Courthouse:

    Stanley Mosk Courthouse

  • County, State:

    Los Angeles, California

Judge Details

Presiding Judge

TERESA A. BEAUDET

 

Party Details

Plaintiffs and Petitioners

MDR BOAT CENTRAL L.P.

MDR BOAT CENTRAL LLC

Defendants and Respondents

DOES 1-25

LOS ANGELES COUNTY OF

BOARD OF SUPERVISORS FOR THE COUNTY OF

Attorney/Law Firm Details

Plaintiff and Petitioner Attorneys

JEFFER MANGELS BUTLER & MITCHELL LLP

SHADOFF ANDREW IAN

Defendant Attorney

BAUM ANDREW P

 

Court Documents

Minute Order

4/23/2018: Minute Order

Minute Order

5/9/2018: Minute Order

PLAINTIFFS' UNOPPOSED EX PARTE APPLICATION TO CONTINUE HEARING ON DEFENDANTS' DEMURRER; MEMORANDUM OF POINTS AND AUTHORITIES AND DECLARATIONS OF MATTHEW D. HINKS AND ANDREW I. SHADOFF IN SUPPORT

5/9/2018: PLAINTIFFS' UNOPPOSED EX PARTE APPLICATION TO CONTINUE HEARING ON DEFENDANTS' DEMURRER; MEMORANDUM OF POINTS AND AUTHORITIES AND DECLARATIONS OF MATTHEW D. HINKS AND ANDREW I. SHADOFF IN SUPPORT

Minute Order

6/5/2018: Minute Order

INFORMAL DISCOVERY CONFERENCE ("IDC") STATEMENT*

8/9/2018: INFORMAL DISCOVERY CONFERENCE ("IDC") STATEMENT*

Response

1/23/2019: Response

Order

1/24/2019: Order

Declaration

1/24/2019: Declaration

Declaration

2/4/2019: Declaration

Request for Judicial Notice

2/4/2019: Request for Judicial Notice

Opposition

2/4/2019: Opposition

Reply

2/8/2019: Reply

Minute Order

2/19/2019: Minute Order

Order

2/19/2019: Order

Order Appointing Court Approved Reporter as Official Reporter Pro Tempore

2/19/2019: Order Appointing Court Approved Reporter as Official Reporter Pro Tempore

Declaration

4/17/2019: Declaration

NOTICE OF CASE MANAGEMENT CONFERENCE

1/8/2018: NOTICE OF CASE MANAGEMENT CONFERENCE

SUMMONS

12/22/2017: SUMMONS

34 More Documents Available

 

Docket Entries

  • 06/07/2019
  • at 09:30 AM in Department 50, Teresa A. Beaudet, Presiding; Final Status Conference - Held - Continued

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  • 05/31/2019
  • at 4:00 PM in Department 50, Teresa A. Beaudet, Presiding; Non-Appearance Case Review - Held - Continued

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  • 04/30/2019
  • at 08:30 AM in Department 50, Teresa A. Beaudet, Presiding; Hearing on Motion for Summary Judgment - Held - Continued

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  • 04/17/2019
  • Separate Statement; Filed by Los Angeles, County of (Defendant)

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  • 04/17/2019
  • Motion to Compel Further Discovery Responses; Filed by Los Angeles, County of (Defendant); Board of Supervisors for the County of (Defendant)

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  • 04/17/2019
  • Declaration (of R. Lee in Support of Defendant's Motion to Compel Further Responses to Written Discovery and to Supplement Privilege Log); Filed by Los Angeles, County of (Defendant)

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  • 02/19/2019
  • at 08:30 AM in Department 50, Teresa A. Beaudet, Presiding; Hearing on Motion to Compel Further Discovery Responses - Held

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  • 02/19/2019
  • Order Appointing Court Approved Reporter as Official Reporter Pro Tempore; Filed by Los Angeles, County of (Defendant); Board of Supervisors for the County of (Defendant)

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  • 02/19/2019
  • Order (re plaintiffs motion to compel further responses); Filed by Clerk

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  • 02/19/2019
  • Minute Order ( (Hearing on Motion to Compel Further Discovery Responses)); Filed by Clerk

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67 More Docket Entries
  • 04/09/2018
  • CASE MANAGEMENT STATEMENT

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  • 04/09/2018
  • Case Management Statement; Filed by L.P. MDR Boat Central (Plaintiff); MDR Boat Central, LLC (Plaintiff)

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  • 03/08/2018
  • DEFENDANTS' 1. NOTICE OF DEMURRER; 2. DEMURRER TO PLAINTIFFS' COMPLAINT; AND 3. MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF

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  • 01/16/2018
  • Notice of Case Management Conference; Filed by L.P. MDR Boat Central (Plaintiff); MDR Boat Central, LLC (Plaintiff)

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  • 01/16/2018
  • NOTICE OF CASE MANAGEMENT CONFERENCE

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  • 01/08/2018
  • NOTICE OF CASE MANAGEMENT CONFERENCE

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  • 01/08/2018
  • Notice of Case Management Conference; Filed by Clerk

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  • 12/22/2017
  • SUMMONS

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  • 12/22/2017
  • COMPLAINT FOR: (1) PROMISSORY ESTOPPEL; ETC

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  • 12/22/2017
  • Complaint; Filed by L.P. MDR Boat Central (Plaintiff); MDR Boat Central, LLC (Plaintiff)

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Tentative Rulings

Case Number: BC688063    Hearing Date: November 02, 2020    Dept: 50

 

Superior Court of California

County of Los Angeles

Department 50

mdr boat central, l.p., et al.,

Plaintiff,

vs.

county of los angeles, et al.

Defendants.

Case No.:

BC 688063

Hearing Date:

November 2, 2020

Hearing Time:

2:00 p.m.

[TENTATIVE] SUPPLEMENTAL ORDER RE:

DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION

Background

Plaintiffs MDR Boat Central, L.P. (“MDR”) and MDR Boat Central, LLC (jointly, “Plaintiffs”) filed this action on December 22, 2017 against Defendants County of Los Angeles (the “County”) and Board of Supervisors for the County of Los Angeles (the “Board”) (jointly, “Defendants”).

The gravamen of the Complaint concerns certain agreements entered into between MDR and the County regarding the lease, development, and operation of a boat storage facility on County land in Marina Del Rey (the “Project”). On June 5, 2018, the Court issued an order sustaining in part and overruling in part Defendants’ demurrer to the Complaint. As a result of that order, the remaining causes of action are promissory estoppel, breach of contract, breach of implied-in-fact contract, breach of the covenant of good faith and fair dealing, and declaratory relief.

Defendants now move for summary judgment or, in the alternative, summary adjudication of each of the remining causes of action. Plaintiffs oppose.

The hearing on Defendants’ motion was held on August 14, 2020, and following oral argument, the Court granted summary adjudication as to the breach of contract, implied contract and promissory estoppel causes of action, and continued the hearing so that the parties could submit supplemental briefing with regard to certain issues raised regarding the causes of action for breach of the covenant of good faith and fair dealing and declaratory relief. The Court has reviewed the supplemental briefs and rules as set forth below, at pages 10-12. With the exception of the Court’s evidentiary rulings, the Court has incorporated into this Supplemental Order without change its previous ruling on the causes of action for breach of contract, implied contract and promissory estoppel. [1]

Legal Standard

[A] motion for summary judgment shall be granted if all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” (Code Civ. Proc., § 437c, subd. (c).) The moving party bears the initial burden of production to make a prima facie showing that there are no triable issues of material fact. (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850.) If the moving party carries this burden, the burden shifts to the opposing party to make a prima facie showing that a triable issue of material fact exists. (Ibid.) Courts “liberally construe the evidence in support of the party opposing summary judgment and resolve doubts concerning the evidence in favor of that party.” (Dore v. Arnold Worldwide, Inc. (2006) 39 Cal.4th 384, 389.)

When a defendant seeks summary judgment, he/she must show either (1) that one or more elements of the cause of action cannot be established; or (2) that there is a complete defense to that cause of action. (Code Civ. Proc., § 437c, subd. (p)(2).)

Discussion

Allegations of the Complaint

The pertinent allegations of the Complaint are as follows: In response to a Request for Proposals for Development of Boat Storage Facilities on Parcels 52R and GG in Marina Del Rey (the “RFP”), Plaintiffs submitted a bid and were ultimately awarded the right to be the County’s development partner in the Project. (Compl., ¶¶ 24-25, 35-49.) Plaintiffs and the County then negotiated a term sheet containing the key business terms to be included in the 60-year lease for the project site. (Compl., ¶ 50.) In 2007, the County and Plaintiffs executed a written lease option agreement (the “Lease Option”), which gave Plaintiffs an option to lease the property once certain conditions were satisfied. (Compl., ¶¶ 52-54, Ex. 3.) The Lease Option was extended four times. (Compl., ¶¶ 57, 62, Exs. 4-7.)

The first extension (Extension #1) provided that “[d]ue to recent court decisions, County will not extend the expiring option or enter into a new option agreement with [Plaintiffs] until the required CEQA review and certification of the project EIR [environmental impact report] has been completed.” (Compl., Ex. 4, p. 2.) There is no dispute that the court decision refers to Save Tara v. City of West Hollywood (2008) 45 Cal.4th 116, which required that the County first comply with CEQA (i.e., environmental) requirements before the County could negotiate the lease option agreement with Plaintiffs. (See Compl., Ex. 4, ¶ 2.) Extension #1 also provided that the negotiation of the new option agreement would be “in good faith.” (Compl., Ex. 4, p. 6.) The next two extensions (Extensions #2 and #3) extended these exclusive negotiation rights. (Compl., Ex. 5, ¶ 2; Ex. 6, ¶ 2.) The last extension (Extension #4) explicitly provides that the County was not promising to grant Plaintiffs an option to lease or develop the Project and that Plaintiffs shall not rely on any assurances other than an approval and execution of a definitive option agreement. (Compl., Ex. 7, ¶ 4.) Extension #4 also contains an integration clause. (Compl., Ex. 7, ¶ 5.)

Contract Causes of Action

Defendants contend that the contract causes of action (breach of contract, breach of implied contract, breach of the covenant of good faith and fair dealing, and declaratory relief[2]) are without merit because the alleged promise at issue was not a contract and because it is undisputed that Defendants fully performed everything they allegedly promised to do.

Because “[t]he pleadings delimit the issues to be considered on a motion for summary judgment,” the Court begins with Plaintiffs’ allegations as they relate to the contract claims. ((Laabs v. City of Victorville (2008) 163 Cal.App.4th 1242, 1253.)

Plaintiffs allege that in December 2015, the County made Plaintiffs a unilateral offer to contract exclusively and in good faith over the terms of a new lease option agreement, evidenced by the December 2, 2015 letter from the director of the Department of Beaches and Harbors (“DBH”).[3] (Compl., ¶ 175, Ex. 8.) Acceptance was conditioned upon Plaintiffs’ satisfaction of certain conditions set forth in the letter. (Compl., ¶ 175.) Plaintiffs allege that they satisfied the conditions, thereby accepting the County’s offer. (Compl., ¶ 176.) Plaintiffs also allege that in addition to the letter from DBH, the County was also obligated to negotiate exclusively and in good faith with Plaintiffs by their course of dealing. In particular, the County had made repeated assurances about entering into a new, binding lease option once CEQA requirements were met. (Compl., ¶ 177.) Plaintiffs allege that the County breached the contract “by failing and refusing to negotiate exclusively and in good faith with Plaintiffs over the terms of the new lease option agreement.” (Compl., ¶¶ 178, 189, 200.) Plaintiffs allege that the Board of Supervisors refused to even consider the lease option agreement, and instead ignored DBH’s recommendation to approve the lease option agreement for the Project and referred the Project back to DBH without any direction or instruction. (Compl., ¶¶ 178, 104.) Plaintiffs allege on information and belief that the Board of Supervisors refused to approve the lease option agreement because outgoing Supervisor Knabe was unwilling to execute a major agreement before the upcoming election, in which he was prohibited from running due to term limits. (Compl., ¶ 105.) As a result of the election, Supervisor Knabe was replaced by Supervisor Janice Hahn. (Compl., ¶ 106.) Supervisor Hahn is allegedly opposed to the Project and therefore refuses to put the Project lease option agreement on the agenda for a vote of the Board of Supervisors. (Compl., ¶ 117.) Plaintiffs have been kept in limbo since. (Compl., ¶ 118.)

First, Defendants argue that the December 2, 2015 letter from DBH (the “DBH Letter”) is not a contract. In support, Defendants point to the express terms of Extension #1 and Extension #4.

Extension #1 provides in pertinent part, as follows: “The parties agree that each party’s duty to negotiate a New Option in good faith shall not be interpreted or construed to create any obligation or commitment to agree upon the New Option, an Option Agreement or any particular terms, conditions or provisions thereof or of any Lease, and that no past, current or future summary of terms, term sheets, drafts or forms of option agreement, drafts or forms of lease (including the Lease), or other oral or written indications of agreement, understanding or assent to the New Option or any particular terms, conditions or provisions thereof, even if such terms, conditions and provisions would otherwise constitute the essential terms of a binding option, shall be binding upon either party or create any obligation or liability on the part of either party, except for the full execution and delivery by both parties of a legally binding New Option Agreement that has been approved by the Board of Supervisors of County.” (Compl., ¶ 57, Ex. 4, ¶ 2.)

Extension #4 (dated November 2013) provides in pertinent part, as follows: “Notwithstanding any contrary term or provision of this Agreement, Lessee acknowledges and agrees that (a) nothing in the Existing Agreement or this Fourth Extension Agreement shall be construed or interpreted as a commitment by, or an obligation of, County to grant Lessee an option to lease or develop the Premises . . . (c) except for the future approval and execution by County of a definitive option agreement, no negotiations or communications between County, the Department, the Director or any agency, department, commission, committee, official, representative, agent or employee of County shall constitute and Lessee shall not rely upon, any representation, affirmation, commitment or agreement to grant Lessee an option to lease or develop the Premises; (d) County has made no determination or commitment to lease or develop the Premises, and County has the right in its sole and absolute discretion to determine at any time not to proceed with the lease or development of the Premises to or by Lessee, and to discontinue negotiations with Lessee for an option to lease or develop the Premises at any time . . . .” (Compl., ¶ 82, Ex. 7, ¶ 4.) Extension #4 contains an integration clause. (Compl., ¶ 82, Ex. 7, ¶ 5 [“This Fourth Extension Agreement sets forth the full and complete understanding of the parties relating to the subject matter hereof, and supersedes any and all agreements, understandings and representations made prior hereto with respect to such matters.”].)

The Court reiterates that the breach of contract asserted by Plaintiffs is the failure and refusal “to negotiate exclusively and in good faith with Plaintiffs over the terms of the new lease option agreement.” In light of the integration clause contained in Extension #4, the Court focuses on the “no commitment” provision in Extension #4 to determine whether it forecloses Plaintiffs’ ability to claim that the DBH Letter is an enforceable contract. The operative clause is in subdivision (d), wherein it is stated that the County has “sole and absolute discretion” “to discontinue negotiations with [Plaintiffs]” “at any time.” Defendants argue that this is inconsistent with a promise to negotiate exclusively and in good faith, but the Court notes that Extension #4 was executed prior to the issuance of the DBH Letter. Moreover, unlike Extension #1, there is no language in Extension #4 applying the “no commitment” agreement to future representations or communications.

Second, Defendants argue that even if the DBH Letter is a contract, Defendants fully performed and therefore, Plaintiffs cannot establish a breach. In support, Defendants submit evidence to show that the County performed everything it stated it would do in the DBH Letter (Defendants’ Undisputed Material Fact (“UMF” 10.) When Plaintiffs’ PMK, Thomas Hogan, was asked at deposition what he understood the County was agreeing to do in the DBH Letter, he replied: “They basically were continuing – they agreed to continue to negotiate with us exclusively. And once these things were done, to take the project to the Board.” (Levin Decl., ¶ 15, Ex. K (Hogan Depo.), p. 67:13-18.) Mr. Hogan was then asked if the DBH took the Project to the Board of Supervisors on October 18, 2018, and he responded “Correct.” (Levin Decl., ¶ 15, Ex. K (Hogan Depo.), p. 67:19-22.) And when Mr. Hogan was asked if the County “fulfill[ed] the commitment to negotiate with [Plaintiffs] exclusively for the near term,” he answered in the affirmative. (Levin Decl., ¶ 15, Ex. K (Hogan Depo.), p. 68:10-17.) Mr. Hogan further testified that the County did not fail to do anything that it agreed to do in the DBH Letter. (Levin Decl., ¶ 15, Ex. K (Hogan Depo.), p. 69:10-14.)

Defendants also argue that the Board’s decision to refer the Project back to DBH instead of voting the Project down in a formal vote does not constitute a breach. Defendants contend that there is nothing in the parties’ agreements that necessitates a formal up or down vote of the Board, and Extension #4 provides that the Board has “absolute discretion to determine at any time not to proceed with the lease.” (Compl., ¶ 82, Ex. 7, ¶ 4.) Thus, Defendants characterize the decision to refer the Project back as a decision not to approve the lease option agreement. (UMF 11.) In support, Defendants offer evidence of “refer back” decisions made by the Board between January 1, 2010 through February 28, 2019. (Levin Decl., ¶ 2.) In that time period, there were 330 instances of “refer backs” and of those, 161 never returned to the Board’s agenda. (Levin Decl., ¶ 3.)

Plaintiffs dispute both that the County performed under the DBH Letter and that the Board did not approve the lease option agreement. According to Plaintiffs, the decision to “refer back” is evidence that the Board failed to negotiate the lease option in good faith. (Response to UMF 10-11.) In other words, Plaintiffs’ position is that, in order to have negotiated pursuant to the terms of the DBH Letter (whether that be “exclusively” or “in good faith”), the option and lease agreement for the Project should have returned to the Board agenda for a yes or no consideration.

In support, Plaintiffs submit the following evidence:

  1. Deposition of Michael Tripp, pp. 234:12-235:16 (Hinks Decl., ¶ 3, Ex. A)

  2. Deposition of Santos Henry Kreimann, pp. 31:22-32:4 (Hinks Decl., ¶ 43, Ex. C)

  3. Deposition of Gary Jones, pp. 153:24-154:11 (Hinks Decl., ¶ 59, Ex. E)

  4. Declaration of Thomas Hogan, ¶¶ 56-62

  5. October 7-8, 2015 emails between Tom Hogan and DBH Director Gary Jones (Hogan Decl., ¶ 49, Ex. 88)

  6. Declaration of Roger Van Wert, ¶¶ 31-37

  7. May 21, 2013 email from Roger Van Wert (consultant to Plaintiffs) to Don Geisinger (from DBH) (Van Wert Decl., ¶ 24, Ex. 78)

  8. October 25, 2016 Board of Supervisors Meeting Transcript (Hinks Decl., ¶ 73, Ex. O)

  9. October 25, 2016 Statement of Proceedings for the Regular Meeting of the Board of Supervisors (Hinks Decl., ¶ 74, Ex. 51)

  10. Declaration of Don Knabe, ¶¶ 9-11

Although it is not expressly set forth anywhere, the Court infers based on a review of the portion of Mr. Tripp’s deposition testimony offered by Plaintiffs that Mr. Tripp works or worked for DBH in some official capacity. Similarly, the Court infers that Mr. Kreimann also works or worked for DBH in some official capacity. In any event, both Mr. Tripp and Mr. Kreimann testified at deposition that when the Board referred the Project back to the DBH, they understood it to mean that the Board was not approving or denying the Project. (Items (a) and (b), above.) Likewise, individuals acting on behalf of Plaintiffs expressed their commitment to DBH of continuing negotiations on the lease option. (Items (d), (e), (f), and (g), above.) Gary Jones, the DBH Director, testified at his deposition that there was no hearing on October 25, 2016 on the Project item that had been placed on the Board’s agenda. (Item (c), above.) The Project is not mentioned in the transcript for the October 25, 2016 Board of Supervisors meeting, and the Statement of Proceedings for the meeting indicates that the Project item had been “referred back” to DBH. (Items (h) and (i), above.) Moreover, according to Supervisor Donald Knabe, it is “common in long term and complicated County projects” for the Board to “simply provide[] the additional time needed to satisfy a concern of size and scale raised” by referring an agenda item back to the appropriate department. (Knabe Decl., ¶ 11.)

Additionally, Plaintiffs offer evidence that after the Project was referred back to DBH, Plaintiffs and DBH continued to work on the project. (Plaintiffs’ Additional Material Fact (“AMF”) 142.) The option and lease agreement did not return to the Board after Supervisor Knabe’s tenure or at any time thereafter. (AMF 144.) Plaintiffs then engaged with Supervisor Hahn and her staff to gain her commitment to consider the terms of the lease option and lease agreement, but Supervisor Hahn apparently had a different vision for the property and indicated that she would block consideration of the lease option agreement by the full Board. (AMF 145.) In March 2017, someone from Supervisor Hahn’s office directed DBH to “terminate Boat Central procurement.” (AMF 145.)

Defendants argue in reply that Plaintiffs’ evidence of attempts to “engage” with members of the Board demonstrates that the County did, in fact, comply with its obligation to negotiate exclusively and in good faith. And to the extent that Plaintiffs assert different breaches in their opposition, the pleadings foreclose Plaintiffs’ ability to raise a triable issue of fact in this way. Ultimately, the question is whether failing to bring the lease option agreement for the Project to the full Board constitutes a failure to negotiate in good faith. The Court finds that Defendants have met their initial burden of showing that the answer to this question is no, and the Court further finds that Plaintiffs have failed to raise a triable issue of material fact thereto. While there is evidence that various people connected to the Project perceived the Board’s lack of action as something less than outright rejection of the lease option agreement, there is no admissible evidence that a formal “no” vote by the Board was required in order to signal finality on the Board’s decision. Therefore, the Court finds that Defendants are entitled to summary adjudication on the causes of action for breach of contract and breach of implied contract.

Following the hearing on the MSJ, the Court ordered further briefing on the issues of breach of the covenant of good faith and fair dealing and declaratory relief. Specifically, the Court asked the parties to brief the following questions:

To summarize, an agreement existed between Plaintiffs and the County to negotiate exclusively and in good faith over the terms of a new lease option agreement. This agreement exists in two “places”: (1) the December 2, 2015 DBH Letter, and (2) Extensions #1-4. Nothing in the DBH Letter or Extensions #1-4 expressly required as a term or condition that the Project be presented to the Board for a formal yes or no vote. But Plaintiffs’ argument is that there was an express requirement to negotiate “in good faith” and to the extent that there was no express requirement (such as in the DBH Letter), the implied covenant of good faith and fair dealing similarly imposes an obligation to deal in good faith. And according to Plaintiffs, the obligation to act in “good faith” was breached when the Project did not make it to the Board for a formal yes or no vote. Plaintiffs contend that unless the actual decision makers consider and take action on the new lease option agreement, the promise to negotiate in good faith is purely illusory. The Court notes here that this argument suggests that there is no difference between the claim for breach of the implied covenant of good faith and fair dealing and the claim for breach of contract (and implied contract). If there is both an express and implied requirement to do the same thing (negotiate in “good faith”), then the causes of action based on that same requirement must rise and fall as one.

Based on the arguments and evidence presented by the parties, the question of whether the Board was legally obligated to ultimately make a decision regarding the Project can be framed in another way, namely, what is the scope of the “good faith” requirement contained in the parties’ agreement? On the one hand, as suggested by Plaintiffs, “good faith” on its face is a vague standard and cannot be decided as a matter of law. Indeed, neither party has cited to any case that sets forth the elements of “good faith” because what constitutes “good faith” likely varies from case to case. But on the other hand, in this case, there is one rule concerning the scope of a “good faith” obligation that has direct application. “The covenant of good faith and fair dealing, implied by law in every contract, exists merely to prevent one contracting party from unfairly frustrating the other party’s right to receive the benefits of the agreement actually made.” (Guz v. Bechtel National, Inc. (2000) 24 Cal.4th 317, 349 [emphasis in original].) The covenant thus “cannot impose substantive duties or limits on the contracting parties beyond those incorporated in the specific terms of their agreement.” (Id. at pp. 349-350; see also Carma Developers, Inc. v. Marathon Development California, Inc. (1992) 2 Cal.4th 342, 374 [“We are aware of no reported case in which a court has held the covenant of good faith may be read to prohibit a party from doing that which is expressly permitted by an agreement. On the contrary, as a general matter, implied terms should never be read to vary express terms.”].) Plaintiffs’ contention is that Defendants breached their obligation to act in good faith by failing to present the lease option agreement to the Board for a yes or no vote. But Extension #4 expressly provides that “the County has the right in its sole and absolute discretion to determine at any time not to proceed with the lease or development of the Premises to or by Lessee, and to discontinue negotiations with Lessee for an option to lease or develop the Premises at any time.” (Compl., ¶ 82.) Whatever it means to act in “good faith,” the obligation cannot limit the County’s ability to determine “not to proceed” with the lease option agreement or to “discontinue negotiations” on the lease option agreement. To impose a requirement that the Project had to be brought before the Board for a yes or no vote clearly limits the County’s ability to decide not to proceed with the Project or to discontinue negotiations on the Project. Therefore, the Court finds that Plaintiffs have not raised a triable issue of fact as to the causes of action for breach of the implied covenant of good faith and fair dealing and declaratory relief.

Promissory Estoppel

In support of the promissory estoppel cause of action, Plaintiffs allege that the County made clear promises that it would execute an option for a long-term lease for the Project once Plaintiffs satisfied the requisite conditions. (Compl., ¶ 133.) These promises were demonstrated and memorialized by the County’s approval of Plaintiffs’ proposal in response to the RFP, awarding Plaintiffs the bid on the Project, authorizing exclusive negotiations with Plaintiffs for the Project, negotiating and signing the lease option and its extensions, negotiating the terms of the form of lease, issuing all of the permits and entitlements the County had the power to grant, promising to continue to exclusively negotiate with Plaintiffs on the new option agreement, approving through DBH the new lease option agreement and form of lease, and representing to Plaintiffs that another formal extension was unnecessary because the DBH would soon be recommending approval of the lease option agreement to the Board of Supervisors. (Compl., ¶ 133.)

The elements of a promissory estoppel claim are (1) a promise clear and unambiguous in its terms; (2) reliance by the party to whom the promise is made; (3) [the] reliance must be both reasonable and foreseeable; and (4) the party asserting the estoppel must be injured by his reliance.” ((US Ecology, Inc. v. State of California (2005) 129 Cal.App.4th 887, 901 [internal citations and quotations omitted].) To prevail on a promissory estoppel claim, a plaintiff must prove that it “reasonably relied on [the defendant’s promise] to its detriment, and that injustice could be avoided only by enforcing [the] promise to perform.” ((Flintco Pacific, Inc. v. TEC Management Consultants, Inc. (2016) 1 Cal.App.5th 727, 734.) 

Defendants contend that the promissory estoppel cause of action is without merit because Plaintiffs’ reliance upon the DBH Letter was unreasonable as a matter of law. “[W]hether the reliance was reasonable is a question of fact unless reasonable minds could reach only one conclusion based on the evidence, in which case the question is one of law.” (Flintco Pacific, Inc. v. TEC Management Consultants, Inc., supra, 1 Cal.App.5th at p. 734.) Here, Defendants contend that Plaintiffs agreed by way of Extensions #1 and #4 that approval of the Project was within the Board’s discretion and that the Board’s approval was absolutely necessary for any promise to be enforceable. (UMF 14-19.) Additionally, Defendants argue that Plaintiffs are presumed as a matter of law to have notice of the Director of DBH’s inability to bind the County to a contract.

The Court notes that while Plaintiffs dispute Defendants’ second argument, Plaintiffs offer no response to the first. Based on the evidence (and specifically, Extension #4), the Court finds that reasonable minds can reach only one conclusion: that Plaintiffs expressly agreed that they would not rely on any negotiations, communications, representations, affirmations, commitments or agreements by the County regarding the approval of the lease option agreement. Because the promissory estoppel claim is based on the promise to “execute an option for a long-term lease,” the Court finds that Defendants have met their burden of showing that the reasonable reliance element of the claim cannot be established, and therefore, that the promissory estoppel claim is without merit. The Court further finds that Plaintiffs have failed to raise a triable issue of fact thereto. Moreover, because the Court finds that Defendants have established their entitlement to summary judgment, the Court need not and does not consider Defendants’ remaining arguments concerning the promissory estoppel cause of action.

Conclusion

Based on the foregoing, Defendants’ motion for summary judgment is granted.

Defendants are ordered to file and serve a proposed judgment within 10 days of the date of this Order.

Defendants are ordered to provide notice of this Order.

DATED: November 2, 2020 ________________________________

Hon. Teresa A. Beaudet

Judge, Los Angeles Superior Court


[1] The Court’s evidentiary rulings are set forth in the August 14, 2020 order and are incorporated herein by this reference.

[2] Plaintiffs request a judicial determination that the County has a duty to consider, in good faith, approving the lease option agreement. (Compl., ¶ 214.)

[3] This letter states, in pertinent part: “The County will continue to negotiate with you exclusively for the near term, as it appears we are very close to finalizing the deal. The County plans to submit the project to the Board of Supervisors for the Board’s approval of a grant of option as soon as: (1) We have finalized all the outstanding issues relating to the development; (2) All the exhibits relating to access to and through the property during construction have been reviewed and approved by the County; (3) Both parties have agreed to a buyout price for termination of the County’s use of its existing docks on the property; (4) The terms and conditions of the option and lease have been agreed upon, drafted, and signed by you; and (5) All reimbursable expenses are paid.” (Compl., ¶ 89, Ex. 8.)

Case Number: BC688063    Hearing Date: July 23, 2020    Dept: 50

 

Superior Court of California

County of Los Angeles

Department 50

mdr boat central, l.p., et al.,

Plaintiff,

vs.

county of los angeles, et al.

Defendants.

Case No.:

BC 688063

Hearing Date:

July 23, 2020

Hearing Time:

10:00 a.m.

[TENTATIVE] ORDER RE:

DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION

Background

Plaintiffs MDR Boat Central, L.P. (“MDR”) and MDR Boat Central, LLC (jointly, “Plaintiffs”) filed this action on December 22, 2017 against Defendants County of Los Angeles (the “County”) and Board of Supervisors for the County of Los Angeles (the “Board”) (jointly, “Defendants”).

The gravamen of the Complaint concerns certain agreements entered into between MDR and the County regarding the lease, development, and operation of a boat storage facility on County land in Marina Del Rey (the “Project”). On June 5, 2018, the Court issued an order sustaining in part and overruling in part Defendants’ demurrer to the Complaint. As a result of that order, the remaining causes of action are promissory estoppel, breach of contract, breach of implied-in-fact contract, breach of covenant of good faith and fair dealing, and declaratory relief.

Defendants now move for summary judgment or, in the alternative, summary adjudication of each of the remining causes of action. Plaintiffs oppose.

Request for Judicial Notice

Plaintiffs’ request for judicial notice is granted as to Exhibits N, O, 51, 52, 54, and 104.

Joint Statement re Evidentiary Objections

The Court rules on the evidentiary objections as set forth in the Joint Statement Regarding Evidentiary Objections[1] as follows:

Objection 1: overruled

Objection 2: sustained

Objection 3: overruled

Objection 4: overruled

Objection 5: sustained

Objection 6: sustained

Objection 7: overruled

Objection 8: overruled

Objection 9: sustained

Objection 10: sustained

Objection 11: overruled

Objection 12: overruled

Objection 13: sustained

Objection 14: overruled

Objection 15: sustained

Objection 16: overruled

Objection 17: overruled

Objection 18: overruled

Objection 19: sustained

Objection 20: overruled

Objection 21: sustained

Objection 22: sustained

Objection 23: overruled

Objection 24: sustained

Objection 25: overruled

Objection 26: sustained

Objection 27: sustained

Objection 28: sustained

Objection 29: sustained

Objection 30: sustained

Objection 31: sustained as to “The Board of Supervisors” and otherwise overruled

Objection 32: sustained

Objection 33: sustained

Legal Standard

[A] motion for summary judgment shall be granted if all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” ((Code Civ. Proc., § 437c, subd. (c).) The moving party bears the initial burden of production to make a prima facie showing that there are no triable issues of material fact. ((Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850.) If the moving party carries this burden, the burden shifts to the opposing party to make a prima facie showing that a triable issue of material fact exists. ((Ibid. .) liberally construe the evidence in support of the party opposing summary judgment and resolve doubts concerning the evidence in favor of that party.” ((Dore v. Arnold Worldwide, Inc. (2006) 39 Cal.4th 384, 389.)

When a defendant seeks summary judgment, he/she must show either (1) that one or more elements of the cause of action cannot be established; or (2) that there is a complete defense to that cause of action. ((Code Civ. Proc., § 437c, subd. (p)(2).)

Discussion

Allegations of the Complaint

The pertinent allegations of the Complaint are as follows: In response to a Request for Proposals for Development of Boat Storage Facilities on Parcels 52R and GG in Marina Del Rey (the “RFP”), Plaintiffs submitted a bid and were ultimately awarded the right to be the County’s development partner in the Project. (Compl., ¶¶ 24-25, 35-49.) Plaintiffs and the County then negotiated a term sheet containing the key business terms to be included in the 60-year lease for the project site. (Compl., ¶ 50.) In 2007, the County and Plaintiffs executed a written lease option agreement (the “Lease Option”), which gave Plaintiffs an option to lease the property once certain conditions were satisfied. (Compl., ¶¶ 52-54, Ex. 3.) The Lease Option was extended four times. (Compl., ¶¶ 57, 62, Exs. 4-7.)

The first extension (Extension #1) provided that “[d]ue to recent court decisions, County will not extend the expiring option or enter into a new option agreement with [Plaintiffs] until the required CEQA review and certification of the project EIR [environmental impact report] has been completed.” (Compl., Ex. 4, p. 2.) There is no dispute that the court decision refers to Save Tara v. City of West Hollywood (2008) 45 Cal.4th 116, which required that the County first comply with CEQA (i.e., environmental) requirements before the County could negotiate the lease option agreement with Plaintiffs. (See Compl., Ex. 4, ¶ 2.) Extension #1 also provided that the negotiation of the new option agreement would be “in good faith.” (Compl., Ex. 4, p. 6.) The next two extensions (Extensions #2 and #3) extended these exclusive negotiation rights. (Compl., Ex. 5, ¶ 2; Ex. 6, ¶ 2.) The last extension (Extension #4) explicitly provides that the County was not promising to grant Plaintiffs an option to lease or develop the Project and that Plaintiffs shall not rely on any assurances other than an approval and execution of a definitive option agreement. (Compl., Ex. 7, ¶ 4.) Extension #4 also contains an integration clause. (Compl., Ex. 7, ¶ 5.)

Contract Causes of Action

Defendants contend that the contract causes of action (breach of contract, breach of implied contract, breach of the covenant of good faith and fair dealing, and declaratory relief[2]) are without merit because the alleged promise at issue was not a contract and because it is undisputed that Defendants fully performed everything they allegedly promised to do.

Because “[t]he pleadings delimit the issues to be considered on a motion for summary judgment,” the Court begins with Plaintiffs’ allegations as they relate to the contract claims. ((Laabs v. City of Victorville (2008) 163 Cal.App.4th 1242, 1253.)

Plaintiffs allege that in December 2015, the County made Plaintiffs a unilateral offer to contract exclusively and in good faith over the terms of a new lease option agreement, evidenced by the December 2, 2015 letter from the director of the Department of Beaches and Harbors (“DBH”).[3] (Compl., ¶ 175, Ex. 8.) Acceptance was conditioned upon Plaintiffs’ satisfaction of certain conditions set forth in the letter. (Compl., ¶ 175.) Plaintiffs allege that they satisfied the conditions, thereby accepting the County’s offer. (Compl., ¶ 176.) Plaintiffs also allege that in addition to the letter from DBH, the County was also obligated to negotiate exclusively and in good faith with Plaintiffs by their course of dealing. In particular, the County had made repeated assurances about entering into a new, binding lease option once CEQA requirements were met. (Compl., ¶ 177.) Plaintiffs allege that the County breached the contract “by failing and refusing to negotiate exclusively and in good faith with Plaintiffs over the terms of the new lease option agreement.” (Compl., ¶¶ 178, 189, 200.) Plaintiffs allege that the Board of Supervisors refused to even consider the lease option agreement, and instead ignored DBH’s recommendation to approve the lease option agreement for the Project and referred the Project back to DBH without any direction or instruction. (Compl., ¶¶ 178, 104.) Plaintiffs allege on information and belief that the Board of Supervisors refused to approve the lease option agreement because outgoing Supervisor Knabe was unwilling to execute a major agreement before the upcoming election, in which he was prohibited from running due to term limits. (Compl., ¶ 105.) As a result of the election, Supervisor Knabe was replaced by Supervisor Janice Hahn. (Compl., ¶ 106.) Supervisor Hahn is allegedly opposed to the Project and therefore refuses to put the Project lease option agreement on the agenda for a vote of the Board of Supervisors. (Compl., ¶ 117.) Plaintiffs have been kept in limbo since. (Compl., ¶ 118.)

First, Defendants argue that the December 2, 2015 letter from DBH (the “DBH Letter”) is not a contract. In support, Defendants point to the express terms of Extension #1 and Extension #4.

Extension #1 provides in pertinent part, as follows: “The parties agree that each party’s duty to negotiate a New Option in good faith shall not be interpreted or construed to create any obligation or commitment to agree upon the New Option, an Option Agreement or any particular terms, conditions or provisions thereof or of any Lease, and that no past, current or future summary of terms, term sheets, drafts or forms of option agreement, drafts or forms of lease (including the Lease), or other oral or written indications of agreement, understanding or assent to the New Option or any particular terms, conditions or provisions thereof, even if such terms, conditions and provisions would otherwise constitute the essential terms of a binding option, shall be binding upon either party or create any obligation or liability on the part of either party, except for the full execution and delivery by both parties of a legally binding New Option Agreement that has been approved by the Board of Supervisors of County.” (Compl., ¶ 57, Ex. 4, ¶ 2.)

Extension #4 (dated November 2013) provides in pertinent part, as follows: “Notwithstanding any contrary term or provision of this Agreement, Lessee acknowledges and agrees that (a) nothing in the Existing Agreement or this Fourth Extension Agreement shall be construed or interpreted as a commitment by, or an obligation of, County to grant Lessee an option to lease or develop the Premises . . . (c) except for the future approval and execution by County of a definitive option agreement, no negotiations or communications between County, the Department, the Director or any agency, department, commission, committee, official, representative, agent or employee of County shall constitute and Lessee shall not rely upon, any representation, affirmation, commitment or agreement to grant Lessee an option to lease or develop the Premises; (d) County has made no determination or commitment to lease or develop the Premises, and County has the right in its sole and absolute discretion to determine at any time not to proceed with the lease or development of the Premises to or by Lessee, and to discontinue negotiations with Lessee for an option to lease or develop the Premises at any time . . . .” (Compl., ¶ 82, Ex. 7, ¶ 4.) Extension #4 contains an integration clause. (Compl., ¶ 82, Ex. 7, ¶ 5 [“This Fourth Extension Agreement sets forth the full and complete understanding of the parties relating to the subject matter hereof, and supersedes any and all agreements, understandings and representations made prior hereto with respect to such matters.”].)

The Court reiterates that the breach of contract asserted by Plaintiffs is the failure and refusal “to negotiate exclusively and in good faith with Plaintiffs over the terms of the new lease option agreement.” In light of the integration clause contained in Extension #4, the Court focuses on the “no commitment” provision in Extension #4 to determine whether it forecloses Plaintiffs’ ability to claim that the DBH Letter is an enforceable contract. The operative clause is in subdivision (d), wherein it is stated that the County has “sole and absolute discretion” “to discontinue negotiations with [Plaintiffs]” “at any time.” Defendants argue that this is inconsistent with a promise to negotiate exclusively and in good faith, but the Court notes that Extension #4 was executed prior to the issuance of the DBH Letter. Moreover, unlike Extension #1, there is no language in Extension #4 applying the “no commitment” agreement to future representations or communications.

Second, Defendants argue that even if the DBH Letter is a contract, Defendants fully performed and therefore, Plaintiffs cannot establish a breach. In support, Defendants submit evidence to show that the County performed everything it stated it would do in the DBH Letter (Defendants’ Undisputed Material Fact (“UMF” 10.) When Plaintiffs’ PMK, Thomas Hogan, was asked at deposition what he understood the County was agreeing to do in the DBH Letter, he replied: “They basically were continuing – they agreed to continue to negotiate with us exclusively. And once these things were done, to take the project to the Board.” (Levin Decl., ¶ 15, Ex. K (Hogan Depo.), p. 67:13-18.) Mr. Hogan was then asked if the DBH took the Project to the Board of Supervisors on October 18, 2018, and he responded “Correct.” (Levin Decl., ¶ 15, Ex. K (Hogan Depo.), p. 67:19-22.) And when Mr. Hogan was asked if the County “fulfill[ed] the commitment to negotiate with [Plaintiffs] exclusively for the near term,” he answered in the affirmative. (Levin Decl., ¶ 15, Ex. K (Hogan Depo.), p. 68:10-17.) Mr. Hogan further testified that the County did not fail to do anything that it agreed to do in the DBH Letter. (Levin Decl., ¶ 15, Ex. K (Hogan Depo.), p. 69:10-14.)

Defendants also argue that the Board’s decision to refer the Project back to DBH instead of voting the Project down in a formal vote does not constitute a breach. Defendants contend that there is nothing in the parties’ agreements that necessitates a formal up or down vote of the Board, and Extension #4 provides that the Board has “absolute discretion to determine at any time not to proceed with the lease.” (Compl., ¶ 82, Ex. 7, ¶ 4.) Thus, Defendants characterize the decision to refer the Project back as a decision not to approve the lease option agreement. (UMF 11.) In support, Defendants offer evidence of “refer back” decisions made by the Board between January 1, 2010 through February 28, 2019. (Levin Decl., ¶ 2.) In that time period, there were 330 instances of “refer backs” and of those, 161 never returned to the Board’s agenda. (Levin Decl., ¶ 3.)

Plaintiffs dispute both that the County performed under the DBH Letter and that the Board did not approve the lease option agreement. According to Plaintiffs, the decision to “refer back” is evidence that the Board failed to negotiate the lease option in good faith. (Response to UMF 10-11.) In other words, Plaintiffs’ position is that, in order to have negotiated pursuant to the terms of the DBH Letter (whether that be “exclusively” or “in good faith”), the option and lease agreement for the Project should have returned to the Board agenda for a yes or no consideration.

In support, Plaintiffs submit the following evidence:

  1. Deposition of Michael Tripp, pp. 234:12-235:16 (Hinks Decl., ¶ 3, Ex. A)

  2. Deposition of Santos Henry Kreimann, pp. 31:22-32:4 (Hinks Decl., ¶ 43, Ex. C)

  3. Deposition of Gary Jones, pp. 153:24-154:11 (Hinks Decl., ¶ 59, Ex. E)

  4. Declaration of Thomas Hogan, ¶¶ 56-62

  5. October 7-8, 2015 emails between Tom Hogan and DBH Director Gary Jones (Hogan Decl., ¶ 49, Ex. 88)

  6. Declaration of Roger Van Wert, ¶¶ 31-37

  7. May 21, 2013 email from Roger Van Wert (consultant to Plaintiffs) to Don Geisinger (from DBH) (Van Wert Decl., ¶ 24, Ex. 78)

  8. October 25, 2016 Board of Supervisors Meeting Transcript (Hinks Decl., ¶ 73, Ex. O)

  9. October 25, 2016 Statement of Proceedings for the Regular Meeting of the Board of Supervisors (Hinks Decl., ¶ 74, Ex. 51)

  10. Declaration of Don Knabe, ¶¶ 9-11

Although it is not expressly set forth anywhere, the Court infers based on a review of the portion of Mr. Tripp’s deposition testimony offered by Plaintiffs that Mr. Tripp works or worked for DBH in some official capacity. Similarly, the Court infers that Mr. Kreimann also works or worked for DBH in some official capacity. In any event, both Mr. Tripp and Mr. Kreimann testified at deposition that when the Board referred the Project back to the DBH, they understood it to mean that the Board was not approving or denying the Project. (Items (a) and (b), above.) Likewise, individuals acting on behalf of Plaintiffs expressed their commitment to DBH of continuing negotiations on the lease option. (Items (d), (e), (f), and (g), above.) Gary Jones, the DBH Director, testified at his deposition that there was no hearing on October 25, 2016 on the Project item that had been placed on the Board’s agenda. (Item (c), above.) The Project is not mentioned in the transcript for the October 25, 2016 Board of Supervisors meeting, and the Statement of Proceedings for the meeting indicates that the Project item had been “referred back” to DBH. (Items (h) and (i), above.) Moreover, according to Supervisor Donald Knabe, it is “common in long term and complicated County projects” for the Board to “simply provide[] the additional time needed to satisfy a concern of size and scale raised” by referring an agenda item back to the appropriate department. (Knabe Decl., ¶ 11.)

Additionally, Plaintiffs offer evidence that after the Project was referred back to DHB, Plaintiffs and DBH continued to work on the project. (Plaintiffs’ Additional Material Fact (“AMF”) 142.) The option and lease agreement did not return to the Board after Supervisor Knabe’s tenure or at any time thereafter. (AMF 144.) Plaintiffs then engaged with Supervisor Hahn and her staff to gain her commitment to consider the terms of the lease option and lease agreement, but Supervisor Hahn apparently had a different vision for the property and indicated that she would block consideration of the lease option agreement by the full Board. (AMF 145.) In March 2017, someone from Supervisor Hahn’s office directed DBH to “terminate Boat Central procurement.” (AMF 145.)

Defendants argue in reply that Plaintiffs’ evidence of attempts to “engage” with members of the Board demonstrates that the County did, in fact, comply with its obligation to negotiate exclusively and in good faith. And to the extent that Plaintiffs assert different breaches in their opposition, the pleadings foreclose Plaintiffs’ ability to raise a triable issue of fact in this way. Ultimately, the question is whether failing to bring the lease option agreement for the Project to the full Board constitutes a failure to negotiate in good faith. The Court finds that Defendants have met their initial burden of showing that the answer to this question is no, and the Court further finds that Plaintiffs have failed to raise a triable issue of material fact thereto. While there is evidence that various people connected to the Project perceived the Board’s lack of action as something less than outright rejection of the lease option agreement, there is no admissible evidence that a formal “no” vote by the Board was required in order to signal finality on the Board’s decision. Therefore, the Court finds that Defendants are entitled to summary adjudication on the causes of action for breach of contract, breach of implied contract, breach of the covenant of good faith and fair dealing, and declaratory relief.

Promissory Estoppel

In support of the promissory estoppel cause of action, Plaintiffs allege that the County made clear promises that it would execute an option for a long-term lease for the Project once Plaintiffs satisfied the requisite conditions. (Compl., ¶ 133.) These promises were demonstrated and memorialized by the County’s approval of Plaintiffs’ proposal in response to the RFP, awarding Plaintiffs the bid on the Project, authorizing exclusive negotiations with Plaintiffs for the Project, negotiating and signing the lease option and its extensions, negotiating the terms of the form of lease, issuing all of the permits and entitlements the County had the power to grant, promising to continue to exclusively negotiate with Plaintiffs on the new option agreement, approving through DBH the new lease option agreement and form of lease, and representing to Plaintiffs that another formal extension was unnecessary because the DBH would soon be recommending approval of the lease option agreement to the Board of Supervisors. (Compl., ¶ 133.)

The elements of a promissory estoppel claim are (1) a promise clear and unambiguous in its terms; (2) reliance by the party to whom the promise is made; (3) [the] reliance must be both reasonable and foreseeable; and (4) the party asserting the estoppel must be injured by his reliance.” ((US Ecology, Inc. v. State of California (2005) 129 Cal.App.4th 887, 901 [internal citations and quotations omitted].) To prevail on a promissory estoppel claim, a plaintiff must prove that it “reasonably relied on [the defendant’s promise] to its detriment, and that injustice could be avoided only by enforcing [the] promise to perform.” ((Flintco Pacific, Inc. v. TEC Management Consultants, Inc. (2016) 1 Cal.App.5th 727, 734.) 

Defendants contend that the promissory estoppel cause of action is without merit because Plaintiffs’ reliance upon the DBH Letter was unreasonable as a matter of law. “[W]hether the reliance was reasonable is a question of fact unless reasonable minds could reach only one conclusion based on the evidence, in which case the question is one of law.” ((Ibid. .) Here, Defendants contend that Plaintiffs agreed by way of Extensions #1 and #4 that approval of the Project was within the Board’s discretion and that the Board’s approval was absolutely necessary for any promise to be enforceable. (UMF 14-19.) Additionally, Defendants argue that Plaintiffs are presumed as a matter of law to have notice of the Director of DBH’s inability to bind the County to a contract.

The Court notes that while Plaintiffs dispute Defendants’ second argument, Plaintiffs offer no response to the first. Based on the evidence (and specifically, Extension #4), the Court finds that reasonable minds can reach only one conclusion: that Plaintiffs expressly agreed that they would not rely on any negotiations, communications, representations, affirmations, commitments or agreements by the County regarding the approval of the lease option agreement. Because the promissory estoppel claim is based on the promise to “execute an option for a long-term lease,” the Court finds that Defendants have met their burden of showing that the reasonable reliance element of the claim cannot be established, and therefore, that the promissory estoppel claim is without merit. The Court further finds that Plaintiffs have failed to raise a triable issue of fact thereto. Moreover, because the Court finds that Defendants have established their entitlement to summary judgment, the Court need not and does not consider Defendants’ remaining arguments concerning the promissory estoppel cause of action.

Conclusion

Based on the foregoing, Defendants’ motion for summary judgment is granted.

Defendants are ordered to file and serve a proposed judgment within 10 days of the date of this Order.

Defendants are ordered to provide notice of this Order.

DATED: July 23, 2020 ________________________________

Hon. Teresa A. Beaudet

Judge, Los Angeles Superior Court


[1] The Court notes that the parties were ordered on October 25, 2019 to meet and confer regarding the evidentiary objections of all parties and were ordered to submit a joint statement regarding all objections that remained unresolved. The Court notes that the Joint Statement filed by the parties on December 12, 2019 does not include any objections by Plaintiffs to Defendants’ evidence. Therefore, the Court construes this to mean that Plaintiffs have withdrawn all of their objections.

[2] Plaintiffs request a judicial determination that the County has a duty to consider, in good faith, approving the lease option agreement. (Compl., ¶ 214.)

[3] This letter states, in pertinent part: “The County will continue to negotiate with you exclusively for the near term, as it appears we are very close to finalizing the deal. The County plans to submit the project to the Board of Supervisors for the Board’s approval of a grant of option as soon as: (1) We have finalized all the outstanding issues relating to the development; (2) All the exhibits relating to access to and through the property during construction have been reviewed and approved by the County; (3) Both parties have agreed to a buyout price for termination of the County’s use of its existing docks on the property; (4) The terms and conditions of the option and lease have been agreed upon, drafted, and signed by you; and (5) All reimbursable expenses are paid.” (Compl., ¶ 89, Ex. 8.)

Case Number: BC688063    Hearing Date: March 12, 2020    Dept: 50

Superior Court of California

County of Los Angeles

Department 50

mdr boat central, l.p., et al.,

Plaintiff,

vs.

county of los angeles, et al.

Defendants.

Case No.:

BC 688063

Hearing Date:

March 12, 2020

Hearing Time:

8:30 a.m.

ORDER RE:

DEFENDANTS COUNTY OF LOS ANGELES AND BOARD OF SUPERVISORS FOR THE COUNTY OF LOS ANGELES’ MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, SUMMARY ADJUDICATION

Defendants County of Los Angeles and Board of Supervisors for the County of Los Angeles (jointly, “Defendants”) move for summary judgment or, in the alternative, summary adjudication of Plaintiffs’ Complaint.

The Court did not timely receive the required binder/spiral compilations with courtesy copies of all moving, opposing, and reply papers and all supporting or related documents. Accordingly, the Court is continuing the hearing on the MSJ/MSA. The Clerk will be in contact with the parties to reset the hearing date.

Defendants are ordered to provide notice of this ruling.

DATED: March 11, 2020 ________________________________

Hon. Teresa A. Beaudet

Judge, Los Angeles Superior Court

Case Number: BC688063    Hearing Date: December 19, 2019    Dept: 50

Superior Court of California

County of Los Angeles

Department 50

mdr boat central, l.p., et al.,

Plaintiffs,

vs.

county of los angeles, et al.

Defendants.

Case No.:

BC 688063

Hearing Date:

December 19, 2019

Hearing Time:

8:30 a.m.

[TENTATIVE] ORDER RE:

MOTION OF PLAINTIFF MDR BOAT CENTRAL, L.P. FOR AN ORDER COMPELLING DEFENDANTS TO PROVIDE FURTHER RESPONSES TO SPECIAL INTERROGATORIES (SET THREE)

Background

Plaintiffs MDR Boat Central, L.P. (“MDR”) and MDR Boat Central, LLC (jointly, “Plaintiffs”) initiated the instant action on December 22, 2017 against Defendants County of Los Angeles (the “County”) and Board of Supervisors for the County of Los Angeles (the “Board”) (jointly, “Defendants”). The gravamen of the Complaint concerns certain agreements entered into between MDR and the County regarding the lease, development, and operation of a boat storage facility on County land in Marina Del Rey (the “Project”).

On June 10, 2019, MDR served Special Interrogatories, Set Three on the County, and on August 1, 2019, MDR served Special Interrogatories, Set Three on the Board. (Shadoff Decl.,

¶ 2, Exs. A, B.) On July 17, 2019, counsel for MDR emailed counsel for the County regarding the County’s overdue responses to the Special Interrogatories. (Shadoff Decl., ¶ 3, Ex. C.) Counsel for the County requested an extension for service of the responses to July 26, 2019, to which counsel for MDR agreed. (Shadoff Decl., ¶ 3, Ex. C.) On July 24, 2019, the County served its responses, and on July 29, 2019, the County served amended responses. (Shadoff Decl., ¶¶ 4-5.) Counsel for MDR found the responses deficient and met and conferred with counsel for the County. (Shadoff Decl., ¶ 6, Ex. D.) On August 13, 2019, the parties participated in an Informal Discovery Conference (“IDC”) that did not resolve their dispute. (Shadoff Decl., ¶ 7.) On August 30, 2019, the County served its second amended response to the Special Interrogatories. (Shadoff Decl., ¶ 9, Ex. F.) On September 5, 2019, the Board served its responses to the Special Interrogatories. (Shadoff Decl., ¶ 10, Ex. G.)

MDR now moves for an order compelling both the County and the Board to serve further responses to the Special Interrogatories, Set Three, Nos. 21, 22, and 23. Defendants oppose.

Legal Standard

Code of Civil Procedure section 2030.300, subdivision (a) permits a propounding party to move for an order compelling a further response to an interrogatory if the propounding party deems that an answer is “evasive or incomplete” or that an objection is “without merit or too general.” ((Code Civ. Proc., § 2030.300(a).) Code of Civil Procedure section 2030.220 requires that each answer to an interrogatory must be as “complete and straightforward as the information reasonably available to the responding party permits.” ((Code Civ. Proc., § 2030.220(a).)

Discussion

Special Interrogatory No. 21 states: Identify by name, address, telephone number and email address all PERSONS who made, lodged, transmitted or voiced any objection, opposition, complaint, or negative comment about the BOAT STORAGE PROJECT.

Special Interrogatory No. 22 states: State the substance of each objection, opposition, complaint, or negative comment referenced in your response to Special Interrogatory No. 21.

Special Interrogatory No. 23 states: Identify each objection, opposition, complaint, or negative comment referenced in your response to Special Interrogatory No. 22 that you considered in your decision to not move forward with the BOAT STORAGE PROJECT.

In response to these interrogatories, Defendants raised a number of objections. Defendants also substantively responded to these interrogatories by invoking Code of Civil Procedure section 2030.230 and identifying responsive, previously produced documents by Bates number. Defendants also stated that they had produced “all non-privileged documents” “in [their] possession, custody, or control located after conducting a reasonable and diligent search.” Finally, Defendants stated that the documents already produced by Defendants “contain all of the contact information within [Defendants’] possession, custody, or control of individuals and/or entities who voiced opposition to the BOAT STORAGE PROJECT.”

It is undisputed that both the County and the Board’s responses were untimely. Pursuant to Code of Civil Procedure section 2030.290, subdivision (a), untimely responses result in the waiver of “any right to exercise the option to produce writings under Section 2030.230, as well as any objection to the interrogatories, including one based on privilege or on the protection for work product.” However, a party may be relieved from this waiver upon the court’s determination that the party subsequently served a response in substantial compliance with sections 2030.210, 2030.220, 2030.230, and 2030.240, and that the party’s failure to serve a timely response was the result of mistake, inadvertence, or excusable neglect. (Code Civ. Proc.,

§ 2030.290, subd. (a).) Relief from the waiver must be made in a separate motion. ((Code Civ. Proc., § 2030.290, subd. (a).) At the original hearing on this matter, the parties agreed to treat Defendants’ opposition to MDR’s motion to compel as the motion for relief from the waiver. The Court finds that Defendants have demonstrated mistake, inadvertence, or excusable neglect in their failure to serve timely responses to the subject interrogatories. (See Levin Decl., ¶¶ 2-6.) The Court also finds that Defendants’ subsequently served responses are in substantial compliance with Code of Civil Procedure section 2030.210, 2030.220, 2030.230, and 2030.240. Therefore, the Court finds that Defendants may be relieved from the section 2030.290 waiver.

Nevertheless, MDR argues that further responses to Special Interrogatories Nos. 21 and 22 are required because simply identifying “the writings from which the answer[s] may be derived or ascertained” does not answer the question of whether any non-written objections to the Project were made. ((Code Civ. Proc., § 2030.230.) The Court finds that Defendants’ responses are sufficiently Code-compliant. Special Interrogatories Nos. 21 and 22 require Defendants to identify all persons who objected to the Project and the substance of their objection, including non-written objections, and Defendants responded. The Code does not authorize the Court to compel further responses simply because the propounding party is dissatisfied with the substance of the response.

With respect to Special Interrogatory No. 23, the Court finds Defendants’ objection on the basis of the deliberative process privilege to be well-taken. The deliberative process privilege protects the “mental processes by which a given decision was reached” and “the substance of conversations, discussions, debates, deliberations and like materials reflecting advice, opinions, and recommendations by which government policy is processed and formulated.” (San Joaquin Local Agency Formation Comm’n v. Superior Court (2008) 162 Cal.App.4th 159, 170-171.) “The key question in every case is whether the disclosure of materials would expose an agency’s decisionmaking process in such a way as to discourage candid discussion within the agency and thereby undermine the agency’s ability to perform its functions.” (Labor & Workforce Development Agency v. Superior Court (2018) 19 Cal.App.5th 12, 27 (internal quotations omitted).) “The burden is on the [one claiming the privilege] to establish the conditions for creation of the privilege[,]”and to show that “the public interest in nondisclosure clearly outweighs the public interest in disclosure.” ((Citizens for Open Government v. City of Lodi (2012) 205 Cal.App.4th 296, 306.)

Here, the Court finds that the public interest in nondisclosure (of comments that the County/the Board “considered” in its decision to not move forward with the Project) outweighs the public interest in disclosure. Defendants’ objection to Special Interrogatory No. 23 on the basis of the deliberative process privilege is thus sustained.

Conclusion

Based on the foregoing, MDR’s motion to compel further responses is denied.

Defendants are ordered to provide notice of this Order.

DATED: December 19, 2019 ________________________________

Hon. Teresa A. Beaudet

Judge, Los Angeles Superior Court

Case Number: BC688063    Hearing Date: October 31, 2019    Dept: 50

Superior Court of California

County of Los Angeles

Department 50

mdr boat central, l.p., et al.,

Plaintiffs,

vs.

county of los angeles, et al.

Defendants.

Case No.:

BC 688063

Hearing Date:

October 31, 2019

Hearing Time:

8:30 a.m.

[TENTATIVE] ORDER RE:

MOTION OF PLAINTIFF MDR BOAT CENTRAL, L.P. FOR AN ORDER COMPELLING DEFENDANTS TO PROVIDE FURTHER RESPONSES TO SPECIAL INTERROGATORIES (SET THREE)

Background

Plaintiffs MDR Boat Central, L.P. (“MDR”) and MDR Boat Central, LLC (jointly, “Plaintiffs”) initiated the instant action on December 22, 2017 against Defendants County of Los Angeles (the “County”) and Board of Supervisors for the County of Los Angeles (the “Board”) (jointly, “Defendants”). The gravamen of the Complaint concerns certain agreements entered into between MDR and the County regarding the lease, development, and operation of a boat storage facility on County land in Marina Del Rey (the “Project”).

On June 10, 2019, MDR served Special Interrogatories, Set Three on the County, and on August 1, 2019, MDR served Special Interrogatories, Set Three on the Board. (Shadoff Decl., ¶ 2, Exs. A, B.) On July 17, 2019, counsel for MDR emailed counsel for the County regarding the County’s overdue responses to the Special Interrogatories. (Shadoff Decl., ¶ 3, Ex. C.) Counsel for the County requested an extension for service of the responses to July 26, 2019, to which counsel for MDR agreed. (Shadoff Decl., ¶ 3, Ex. C.) On July 24, 2019, the County served its responses, and on July 29, 2019, the County served amended responses. (Shadoff Decl., ¶¶ 4-5.) Counsel for MDR found the responses deficient and met and conferred with counsel for the County. (Shadoff Decl., ¶ 6, Ex. D.) On August 13, 2019, the parties participated in an Informal Discovery Conference (“IDC”) that did not resolve their dispute. (Shadoff Decl., ¶ 7.) On August 30, 2019, the County served its second amended response to the Special Interrogatories. (Shadoff Decl., ¶ 9, Ex. F.) On September 5, 2019, the Board served its responses to the Special Interrogatories. (Shadoff Decl., ¶ 10, Ex. G.)

MDR now moves for an order compelling both the County and the Board to serve further responses to the Special Interrogatories, Set Three, Nos. 21, 22, and 23. Defendants oppose.

Legal Standard

Code of Civil Procedure section 2030.300, subdivision (a) permits a propounding party to move for an order compelling a further response to an interrogatory if the propounding party deems that an answer is “evasive or incomplete” or that an objection is “without merit or too general.” (Code Civ. Proc., § 2030.300(a).) Code of Civil Procedure section 2030.220 requires that each answer to an interrogatory must be as “complete and straightforward as the information reasonably available to the responding party permits.” (Code Civ. Proc., § 2030.220(a).)

Discussion

Special Interrogatory No. 21 states: Identify by name, address, telephone number and email address all PERSONS who made, lodged, transmitted or voiced any objection, opposition, complaint, or negative comment about the BOAT STORAGE PROJECT.

Special Interrogatory No. 22 states: State the substance of each objection, opposition, complaint, or negative comment referenced in your response to Special Interrogatory No. 21.

Special Interrogatory No. 23 states: Identify each objection, opposition, complaint, or negative comment referenced in your response to Special Interrogatory No. 22 that you considered in your decision to not move forward with the BOAT STORAGE PROJECT.

In response to these interrogatories, Defendants raised a number of objections. Defendants also substantively responded to these interrogatories by invoking Code of Civil Procedure section 2030.230 and identifying responsive, previously produced documents by Bates number. Defendants also stated that it had produced “all non-privileged documents” “in its possession, custody, or control located after conducting a reasonable and diligent search.” Finally, Defendants stated that the documents already produced by Defendants “contain all of the contact information within [Defendants’] possession, custody, or control of individuals and/or entities who voiced opposition to the BOAT STORAGE PROJECT.”

The Court notes that it is undisputed that both the County and the Board’s responses were untimely. Pursuant to Code of Civil Procedure section 2030.290, subdivision (a), untimely responses result in the waiver of “any right to exercise the option to produce writings under Section 2030.230, as well as any objection to the interrogatories, including one based on privilege or on the protection for work product.” However, a party may be relieved from this waiver upon the court’s determination that the party subsequently served a response in substantial compliance with sections 2030.210, 2030.220, 2030.230, and 2030.240, and that the party’s failure to serve a timely response was the result of mistake, inadvertence, or excusable neglect. (Code Civ. Proc., § 2030.290, subd. (a).) Code Civ. Proc., § 2030.290, subd. (a) states that “[t]he court, on motion, may relieve that party from this waiver….”. The Court is inclined to either allow Defendants time to file such a motion or to treat the request in their opposition papers as such a motion, particularly in light of the circumstances identified for excusable

neglect. The Court will discuss this matter at the hearing along with the substantive issues raised in the briefs.

DATED: October 31, 2019 ________________________________

Hon. Teresa A. Beaudet

Judge, Los Angeles Superior Court

Case Number: BC688063    Hearing Date: October 25, 2019    Dept: 50

Superior Court of California

County of Los Angeles

Department 50

MDR BOAT CENTRAL, L.P. et al.,

Plaintiff(s),

vs.

COUNTY OF LOS ANGELES, et al.

Defendants.

Case No.:

BC 688063

Hearing Date:

October 25, 2019

Hearing Time:

8:30 a.m.

ORDER RE:

DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT, OR IN THE ALTERNATIVE, SUMMARY ADJUDICATION

Defendants County of Los Angeles and the Board of Supervisors for the County of Los Angeles (jointly, “Defendants”) move for summary judgment or, in the alternative, summary adjudication of Plaintiffs’ Complaint.

The Court notes that the parties have collectively interposed over 150 evidentiary objections (153 of them by Defendants). Due to the voluminous evidentiary objections that were filed, the hearing on this motion will be set at the Hearing on Objections discussed below.

The Court orders the parties to meet and confer by telephone or in person in a serious and good faith effort to resolve and eliminate the objections. The only objections that should remain are those that pertain to material evidence regarding material issues. Keeping the rules of evidence in mind, the parties should be able to reduce the objections to just a few. If any material objections remain unresolved, the parties are to set them forth in a joint statement with the text, the objection, and the argument of each side in favor of their respective positions regarding the remaining material objections.

The joint statement must be filed with a courtesy copy directly in Department 50 by noon on _______________. The Court will review any remaining objections with the parties at a hearing on _______________ at 1:30 p.m. (the “Hearing on Objections”). The Court continues the hearing on the MSJ/MSA to that same date for resetting.

If necessary, based upon the resolutions reached during the meet and confer process and/or at the Hearing on Objections, the parties may respectively file and serve revised briefing and evidence. The revised evidence may eliminate objectionable material; however, no new evidence or new argument is to be submitted unless it is as a result of compromises reached during the meet and confer process. In the event that revised briefing and evidence is necessary, the Court will discuss with the parties a briefing schedule for the revised briefing at the Hearing on Objections.

Defendants are ordered to give notice of this Order.

DATED: October 25, 2019

________________________________

Hon. Teresa A. Beaudet

Judge, Los Angeles Superior Court

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